Calliditas Therapeutics takes certain corporate actions following announcement by Asahi Kasei

Rhea-AI Summary

Calliditas Therapeutics AB (Nasdaq: CALT) has announced several corporate actions following Asahi Kasei 's acquisition of over 90% of its outstanding shares. The Board of Directors has resolved to:

• Apply for delisting of Calliditas' common shares from Nasdaq Stockholm
• Delist American Depositary Shares (ADSs) from Nasdaq Global Select Market
• File Form 25 with the SEC around September 13, 2024
• Deregister ADSs and suspend reporting obligations
• Terminate the depositary agreement and ADS program

An Extraordinary General Meeting is scheduled for September 30, 2024, to elect a new Board of Directors. The delisting of ADSs is expected to become effective around September 23, 2024.

Positive

• Asahi Kasei's acquisition of over 90% of Calliditas shares indicates strong investor interest
• Delisting and deregistration may reduce regulatory compliance costs for the company

Negative

• Delisting from Nasdaq Stockholm and Nasdaq Global Select Market may reduce liquidity for remaining shareholders
• Termination of ADS program could impact U.S. investor access to the stock
• Compulsory redemption of remaining shares may force minority shareholders to sell

Financial Analyst

This news marks a significant milestone for Calliditas Therapeutics as Asahi Kasei takes control of over 90% of the company's shares. The impending delisting from Nasdaq Stockholm and Nasdaq Global Select Market signals a major shift in Calliditas' corporate structure. This move typically indicates reduced liquidity for remaining shareholders and potential changes in corporate governance.

For investors, the key implications are:

• Compulsory redemption of remaining shares, likely at the offer price
• trading opportunities as delisting approaches
• Potential changes in company strategy under new ownership

The termination of the ADS program and suspension of SEC reporting obligations suggest a shift away from the U.S. market, which could impact the company's global presence and access to capital. Overall, this represents a significant transformation for Calliditas, with both opportunities and challenges ahead under Asahi Kasei's control.

Legal Expert

The corporate actions outlined in this announcement are standard procedures following a successful takeover bid. Key legal points to consider:

• The initiation of compulsory redemption for remaining shares is a legal right for majority shareholders exceeding 90% ownership.
• Delisting from stock exchanges requires regulatory approval and adherence to specific timelines.
• Termination of the ADS program and SEC deregistration must comply with U.S. securities laws.

The convening of an Extraordinary General Meeting for board elections indicates a transition in corporate governance. Minority shareholders should be aware of their rights during this process, including potential appraisal rights in the compulsory redemption. The timeline for these actions appears to be relatively swift, which is not uncommon in such scenarios but requires careful attention to legal compliance throughout the transition.

STOCKHOLM, Sept. 3, 2024 /PRNewswire/ -- Following the announcement by Asahi Kasei Corporation ("Asahi Kasei") on September 2, 2024 that it controls more than 90 percent of the outstanding shares of Calliditas Therapeutics AB (Nasdaq: CALT) ("Calliditas" or the "Company"), and declared its offers to purchase all of the outstanding Common Shares and ADSs of Calliditas unconditional and intends to initiate compulsory redemption of the remaining shares of the Company, the Board of Directors of Calliditas has resolved, in accordance with a request from Asahi Kasei, to take certain corporate actions.

Delisting of Common Shares and Delisting, Deregistration, and Termination of ADS Program

In light of the above, and in accordance with a request from Asahi Kasei, the Board of Directors of Calliditas has resolved to apply for delisting of the Company's common shares (the "Common Shares") from Nasdaq Stockholm, as well as its American Depositary Shares ("ADSs") representing its Common Shares from the Nasdaq Global Select Market.

The last day of trading in the Common Shares on Nasdaq Stockholm will be announced as soon as Calliditas has received confirmation thereof from Nasdaq Stockholm.

The Company intends to file a Form 25 with the U.S. Securities and Exchange Commission ("SEC") on or about September 13, 2024. The delisting of the ADSs is expected to become effective on or about September 23, 2024. Following the effectiveness of the delisting of the Company's ADSs from Nasdaq, the Company intends to deregister the ADSs and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended. The Company has also notified the ADS depositary that it intends to terminate the depositary agreement and the ADS program.

Extraordinary General Meeting

As announced today by separate press release, the Board of Directors of Calliditas, at the request of Asahi Kasei, has convened an Extraordinary General Meeting to be held on September 30, 2024 for, among other things, the election of a new Board of Directors.

For further information, please contact:

Åsa Hillsten, Head of IR & Sustainability, Calliditas

Tel.: +46 76 403 35 43, Email: asa.hillsten@calliditas.com

The information was sent for publication, through the agency of the contact person set out above, on September 3, 2024 at 12:15. CEST.

About Calliditas

Calliditas Therapeutics is a biopharma company headquartered in Stockholm, Sweden, focused on identifying, developing, and commercializing novel treatments in orphan indications with significant unmet medical needs. Calliditas' common shares are listed on Nasdaq Stockholm (ticker: CALTX) and its American Depositary Shares are listed on the Nasdaq Global Select Market (ticker: CALT). Visit Calliditas.com for further information.

Forward-Looking Statements

This press release contains forward-looking statements concerning the Company, Asahi Kasei and the offers that involve a number of risks and uncertainties. Words such as "believes", "anticipates", "plans", "expects", "seeks", "estimates", and similar expressions are intended to identify forward-looking statements, but other statements that are not historical facts may also be deemed to be forward-looking statements. These forward-looking statements include statements about the Company's plans, objectives, expectations and intentions including the Company's intention to delist its securities from Nasdaq, deregister the ADSs, terminate the ADS program, convene an extraordinary general meeting, enter into certain agreements, and take other related actions. Although the Company believes its expectations are based on reasonable assumptions, all statements other than statements of historical fact included in this company announcement about future events are subject to (i) change without notice and (ii) factors beyond the Company's control, including pursuant to regulatory intervention. Additional important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in the Schedule 14D-9, the Company's Annual Report on Form 20-F and subsequent interim reports on Form 6-K, which are on file with the SEC and available at the SEC's website at www.sec.gov and on the "Investors" page of the Company's website, www.calliditas.se/en/investors/, under the heading "SEC Filings", and in any subsequent documents Calliditas files or furnishes with the SEC. Except as required by law, the Company assumes no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.

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SOURCE Calliditas Therapeutics

FAQ

When will Calliditas Therapeutics (CALT) be delisted from Nasdaq Global Select Market?

Calliditas Therapeutics (CALT) is expected to be delisted from Nasdaq Global Select Market on or about September 23, 2024.

What corporate actions is Calliditas Therapeutics (CALT) taking after Asahi Kasei's acquisition?

Calliditas Therapeutics (CALT) is applying for delisting from Nasdaq Stockholm and Nasdaq Global Select Market, deregistering ADSs, suspending reporting obligations, and terminating its ADS program.

When is the Extraordinary General Meeting for Calliditas Therapeutics (CALT) scheduled?

The Extraordinary General Meeting for Calliditas Therapeutics (CALT) is scheduled for September 30, 2024.

What percentage of Calliditas Therapeutics (CALT) shares does Asahi Kasei control?

Asahi Kasei controls more than 90 percent of the outstanding shares of Calliditas Therapeutics (CALT).